Streamline your tax compliance with our expert-assisted GSTR 9 & 9C services @ ₹14,999/-

Tax efficiency, interest avoidance, and financial control with advance payment @ 4999/-
Shareholders Agreement

What Is an Anti Dilution Clause in a Shareholders Contract?

Here are the details of the anti dilution in a shareholders Contract mentioned below. For more information visit our website.

Some potential investors in your startup may insist that you add an anti-dilution clause in your shareholders Contract. Anti-dilution measures may hurt your startup when it comes time to seek outside funding. That’s why it’s crucial that you fully grasp the significance of anti-dilution provisions. Read on to learn what an anti-dilution clause is and how it could affect your next round of funding.

What Is Anti-Dilution Protection?

It is necessary to grasp dilution as a concept before moving on to anti-dilution measures. When the number of outstanding shares of a corporation rises, the proportion of ownership held by each shareholder falls. When a company receives a new round of funding, the original investors’ stake in the business will be reduced. A rising corporate valuation over time is a desirable thing. On the other hand, the value of a share could fall if the company does not perform or expand as anticipated. Existing investors will activate anti-dilution protection, in this case, to keep their stake in the company stable.

When new shares are offered later at a price per share lower than the price paid by existing investors, anti-dilution protection is granted to the company’s existing investors. It’s important to remember that anti-dilution protection only kicks in when new shares are issued at a lower price per share than existing investors have already paid. For the simple reason that even while their proportion of ownership in the company is decreasing, the value of the shares they hold is increasing if they are being offered to future investors at a price per share that is higher than the price per share paid by the present investors.

Types of Anti-Dilution Clause in Shareholders Contract


  • Price-based Anti-dilution Clause in Shareholders Contract

When new shares are issued in response to public subscription, they have the potential to erode the value of current owners’ holdings. An anti-dilution clause based on share price protects current owners from being diluted by the issuance of new shares by the company in subsequent financing rounds. If investors have a price-based anti-dilution provision in their preferred stock, the company’s charter will specify a conversion formula to convert that stock into common shares.

  •  Full Ratchet Anti-Dilution Clause in Shareholders Contract

Investors should seek agreement of shareholders with complete ratchet anti-dilution clauses to preserve their investment. This method is the least flexible if you plan on conducting many funding rounds.

The conversion price of a shareholder’s preference shares is adjusted downward when converted into ordinary shares to match the share issuance price in the subsequent round. Consequently, investors can now convert their preference shares at a lower price.

Additional shares will be issued to the shareholder immediately following the new round if the shareholder already owns ordinary shares. So that the shareholder’s investment is not diluted, further shares will be issued under either scenario.

Crafting clear, comprehensive Business Shareholder Agreement India. Dive in now!
  •  Weighted Average Ratchet Anti-Dilution Clause in Shareholders Contract

Most investor protections against dilution use a weighted average ratchet dilution adjustment. Shareholders will be able to increase their stake in the company at a price that is a weighted average of the issuance price of any new shares.

A formula governs this weighted average in the agreement that determines the weighted average share price depending on the following:

  • Amounts you’ve been able to raise so far; and
  • Average share price versus post-raised capital and the drop in share price.

The weighted average formula cannot prevent dilution entirely, but it can significantly mitigate its adverse effects on investors. More importantly, it is the more business-friendly of the two anti-dilution clauses.

  • Contractual Anti-Dilution Clause in Shareholders Contract

An agreement between the corporation and the current shareholders serves as the basis for the Contractual anti-dilution adjustment. In this provision, the corporation agrees to the continued issuance of shares to investors so that those investors can keep the same proportion of ownership in the company that they already have. Put another way; it protects current shareholders contract from diluting their stake in the company due to future share issues.

How Will This Affect Your Business?

It’s worth noting that the anti-dilution rule will not apply to everyone. Only in certain situations would the parties negotiate for the inclusion of an anti-dilution clause. This means that the protection afforded by anti-dilution clauses may come at the price of other investors. When the vulnerable shareholder is also a company founder or an essential employee, this is a significant cause for concern. As a result, if their shareholding is diluted too much, they may lose motivation to contribute to the company’s success.

Informed backers won’t want to dampen the motivation of company founders to expand their operations. However, anti-dilution clauses can significantly impact a corporation’s process when several investors are involved and multiple funding rounds are raised.


  • For Investors: Investors generally put money into a business with the expectation that its value will rise over time and that the return it can offer its shareholder agreement will increase with it. Nonetheless, investors want protection from anti-dilution provisions because market conditions can cause substantial valuation swings in different market cycles. The promoters should not be offended by this provision and should consider the possibility that they would not have received funding without it.
  • For a Company: Companies are incentivised to pursue greater valuations thanks to the anti-dilution provision constantly. Anti-dilution clauses tied to performance milestones are unusual but not unheard of. When these conditions are met, the clause will activate automatically.

What Are the Control Impacts?

Effects on control are possible from anti-dilution rules and economic impacts. First, the protection from dilution afforded to common stockholders by an anti-dilution clause encourages the corporation to issue additional shareholder contract of stock at higher prices. Second, it has become common practice to condition the conversion price on achieving particular revenue, product development, or other business milestones that investors have established for the company. If the company fails to reach its goals, anti-dilution modifications will be made automatically unless the investor agrees to forego them. The strong motivation to meet investor expectations is therefore established.


Many international companies and investors go to India because of its reputation as a haven for their money. In business deals, careful clause wording can reduce investment risk and market volatility. The company’s attention should be directed toward securing finance without the involvement of anti-dilution protection provisions or at least toward mitigating the effect of such provisions to the greatest extent possible.

To know intricate details about anti-dilution, get in touch with the professionals at Vakilsearch right away for the same. 

Also, Read:

Subscribe to our newsletter blogs

Back to top button


Remove Adblocker Extension